Exhibit 10.47
AMENDMENT NO. 1 (this "Amendment") dated as of May 5, 2003, to the
SECURITY AGREEMENT (the "Security Agreement") as of February 27, 2003,
between Titan PCB East, Inc., a Delaware corporation (the "Company"),
and Personal Resources Management, Inc. (the "Collateral Agent") as
Collateral Agent on behalf of the Purchasers of the Note (as defined
herein) as identified on Exhibit A attached hereto (collectively, the
"Secured Parties" and each individually, a "Secured Party").
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WHEREAS, the Secured Parties have been granted a security interest in
certain assets (the "Assets") of the Company pursuant to the Security Agreement
to provide security for the payment obligations of the Company under a
Promissory Note issued by the Company to the Purchasers upon the sale of which
the Company received gross proceeds of $640,000 (the "Note Proceeds");
WHEREAS, in connection with a subsequent financing (the "New
Financing"), the Company has been requested to grant a first priority security
interest in the Assets to the prospective lender which requires a termination of
the security interest granted under the Security Agreement and the related
financing statements filed in accordance with the Uniform Commercial Code;
WHEREAS, in order to facilitate the New Financing, the Company desires
to transfer to Titan EMS, Inc., a Delaware corporation and affiliate of the
Company ("Titan EMS"), the Note Proceeds and to transfer and assign to Titan EMS
all of its rights and obligations under the Note and the Security Agreement, as
amended hereby, and Titan EMS desires to (i) receive the Note Proceeds, (ii)
assume all of the Company's rights and obligations under the Note and the
Security Agreement, as amended hereby, and (iii) amend the Security Agreement to
become a party thereto and provide for the grant of a security interest in
certain of its assets (the "Titan EMS Assets"); and
WHEREAS, the Secured Parties are willing to consent to the assignment
to and assumption by Titan EMS of the Company's rights and obligations under the
Note and the Security Agreement, as amended hereby, and thereby permit
termination of their security interest in the Assets upon the grant and
perfection of a first priority security interest in the Titan EMS Assets as
security for payment obligations under the Note, to be evidenced by this
Amendment and an instrument of assignment and assumption substantially in the
form attached hereto as Exhibit A (the "Assignment and Assumption Agreement").
NOW, THEREFORE, based on the premises and conditions set forth above
and for good and valuable consideration, the receipt of which is hereby
acknowledged by the parties hereto, the parties hereto agree as follows:
AMENDMENT AND WAIVER
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The undersigned, being all of the parties hereto and to the Security
Agreement, hereby agree to amend the Security Agreement, effective upon the
execution and delivery of the Assignment and Assumption Agreement and as
follows:
1. Titan EMS is hereby added, and the Company is hereby removed,
as a party to the Security Agreement in full substitution of
the Company such that every reference in the Security
Agreement to "Titan PCB East, Inc." or "the Company" shall
hereafter be deemed a reference to Titan EMS.
2. The definition of "Collateral" is hereby deleted and replaced
in its entirety with the following:
"Collateral" means all "equipment" held by the
Company as such term is defined in the UCC and, to
the extent not included within such definition, all
machinery, equipment, furnishings, vehicles and
supplies (installed and uninstalled), and any and
all additions, substitutions and replacements of any
of the foregoing, wherever located, together with
all attachments, components, parts, equipment and
accessories installed or to be installed thereon or
affixed or to be affixed thereto, and all
franchises, licenses, permits and operating rights
authorizing or relating to the Company's rights to
operate and maintain its equipment, whether now
owned or hereafter acquired by the Company."
3. The definition of (a) Accounts, (b) Contracts, (c) Equipment
and Licenses, (d) Furniture and Fixtures, (e) General
Intangibles, (f) Inventory, (g) cash and cash accounts, (h)
Miscellaneous Items and (i) Proceeds Equipment and Licenses
are hereby be deleted and Schedule 1 Excluded Collateral is
bereby deleted, and any and all references to such defined
terms are hereby deleted.
4. Section 2 is hereby shall be deleted and replaced in its
entirety with the following:
"2. Grant of Security Interest; Pledge. As
collateral security for the prompt and complete
payment and performance when due of all the
Obligations, all in accordance with the terms
thereof, the Company hereby assigns and pledges to
the Collateral Agent for the benefit of the Secured
Parties, and hereby grants to the Collateral Agent
for the benefit of the Secured Parties, their
successors and assigns, a security interest in all
the Company's right, title and interest in, to and
under the Collateral, whether now existing or
hereafter from time to time acquired."
5. Section 3 is hereby deleted.
6. Section 4(d) is hereby deleted and replaced in its entirety
with the following:
"(d) The Company's chief executive office, and the
locations where the Company's records concerning the
Collateral are kept is in Fremont, California. The
Company's jurisdiction of incorporation is the State
of Delaware. The Company's exact legal name is as
set forth in the first paragraph of this Security
Agreement."
7. The address to which notices to the Company should be sent as
set forth in Section 10 is hereby changed to: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. On and after the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"herein," or words of like import referring to the Agreement
shall mean and be a reference to the Agreement as amended by
this Amendment.
9. Capitalized terms used herein and not otherwise defined have
the respective meanings ascribed to them in the Agreement.
Except as set forth above, the provisions of the Agreement
shall remain in full force and effect as originally stated
therein.
10. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together
shall constitute one instrument.
11. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS).
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first written above.
TITAN PCB EAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
PERSONAL RESOURCES MANAGEMENT as AGENT
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
TITAN EMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
ACKNOWLEDGED AND AGREED
VENTURES-NATIONAL INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman